<PAGE>
As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 33-54860
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
EMC CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2680009
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
EMC CORPORATION 1992 STOCK OPTION PLAN FOR DIRECTORS
(Full title of the plan)
_________________________
171 SOUTH STREET
HOPKINTON, MASSACHUSETTS 01748
(Address of principal executive offices, including zip code)
_________________________
Paul T. Dacier, Esq.
Vice President and General Counsel
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
_________________________
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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Pursuant to Rule 478(a)(4) under the Securities Act of 1933, the
Registrant hereby withdraws from registration under this Registration Statement
2,160,000 shares of Common Stock originally registered hereunder which have not
been issued and which are being registered pursuant to a registration statement
on Form S-3.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hopkinton, Commonwealth of Massachusetts on the 24th
day of November, 1997.
EMC CORPORATION
By: /s/ Richard J. Egan
--------------------------
Name: Richard J. Egan
Title: Chairman of the Board and Director
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of EMC Corporation, hereby
severally constitute Richard J. Egan, Colin G. Patteson, William J. Teuber, Jr.
and Paul T. Dacier, and each of them singly, our true and lawful
attorneys-in-fact with full power of substitution and resubstitution, for them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement filed herewith and any and all
amendments to said Registration Statement (including pre-effective and
post-effective amendments), and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable EMC Corporation to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys-in-fact, or any of them,
to said Registration Statement and any and all amendments thereto.
Witness our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Richard J. Egan Chairman of the Board November 24, 1997
- ------------------------ and Director
Richard J. Egan (Principal Executive
Officer)
/s/ Michael C. Ruettgers President and Chief November 24, 1997
- ------------------------ Executive Officer and
Michael C. Ruettgers Director
Senior Vice President, November , 1997
- ------------------------ Chief Administrative
Colin G. Patteson Officer and Treasurer
(Principal Financial
Officer)
Vice President and Chief November , 1997
- ------------------------ Financial Officer
William J. Teuber, Jr. (Principal Accounting
Officer)
Director November , 1997
- ------------------------
Michael J. Cronin
/s/ John F. Cunningham Director November 26, 1997
- ------------------------
John F. Cunningham
/s/ John R. Egan Director November 24, 1997
- ------------------------
John R. Egan
/s/ Maureen E. Egan Director November 24, 1997
- ------------------------
Maureen E. Egan
/s/ W. Paul Fitzgerald Director November 24, 1997
- ------------------------
W. Paul Fitzgerald
Director November , 1997
- ------------------------
Joseph F. Oliveri
